Exhibit 4.2


 


STOCK PURCHASE AGREEMENT


 


This
STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of December 22, 2009,
is made among CENTRAL VALLEY COMMUNITY BANCORP, a California business
corporation (the “Corporation”) with its chief executive offices at 7100 N.
Financial Dr, Suite 101, Fresno, CA 93720, and the undersigned purchasers
(each hereinafter individually referred to as a “Purchaser”
and collectively referred to as the “Purchasers”).


 


Background:


 


A.
The Corporation is registered as a bank holding company under the provisions of
the Bank Holding Company Act of 1954, as amended (the “BHC Act”).  Its sole bank subsidiary is Central Valley
Community Bank (“Bank”), an FDIC-insured, California chartered commercial bank
that is not a member of the Federal Reserve System and is wholly owned by the
Corporation.


 


B.
The Corporation intends to provide for the issuance and sale by Corporation of
up to $8,000,000 in capital stock of the Corporation, including, the purchase
by the Purchasers from the Corporation, of the “Purchased Shares” referred to
below and the purchase by Patriot Financial Partners, L.P., or Affiliates
thereof (collectively, the “Patriot Group”), of shares of Common Stock (as
defined below) and Series B Convertible Adjustable Rate Non-Cumulative
Perpetual Preferred Stock (the “Patriot Preferred”) (the closing of such sale
and issuance, the “Patriot Closing”), in a limited offering eligible for
exemption from registration under the Securities Act of 1933, as amended (the “1933
Act”) pursuant to Rule 506 of Regulation D of the Securities and Exchange
Commission (“SEC”).


 


NOW,
THEREFORE, intending to be legally bound hereby, and in consideration of the
mutual benefits of this Agreement and other good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:


 


1.                                       AUTHORIZATION;
SALE AND PURCHASE OF SHARES


 


1.1                                 Authorization
of Shares.  The
Corporation has authorized the issuance, pursuant to the terms and conditions
of this Agreement, of up to 380,952 newly issued shares of the Corporation’s
voting Common Stock as designated in the Corporation’s Articles of
Incorporation, as amended (the “Articles”), without stated par value (the “Common
Stock”), for issuance pursuant to this Agreement.


 


1.2.                              Agreement to
Purchase and Sell.  Subject to
the terms and conditions herein provided, the Corporation agrees to sell to
each Purchaser at the Closing, and each Purchaser agrees, severally and not
jointly, to purchase from the Corporation at the Closing, the number of shares
of Common Stock set forth under such Purchaser’s name on the signature page hereto,
at a price of $5.25 per share.


 

















 


The
shares of Common Stock to be purchased pursuant to this Agreement are sometimes
referred to in this Agreement collectively as the “Purchased Shares.”  The aggregate purchase price to be paid for
the Purchased Shares is sometimes referred to in this Agreement as the “Purchase
Price.”


 


2.                                       THE CLOSING.


 


2.1                                 Time and Place
of the Closing. Subject to Section 3 hereof, payment of the
Purchase Price for and delivery of the Purchased Shares, which are mutually
conditional (together, the “Closing”) shall be made at the offices of the
Corporation on or before December 31, 2009, simultaneous with the Patriot
Closing (such date and time of payment and delivery being herein called the “Closing
Date”).


 


2.2                                 Delivery of and
Payment for the Purchased Shares. At the Closing, (i) the
Corporation shall issue in certificated form to and in the name of each
Purchaser (or in such other name as instructed by the Purchaser) the Purchased
Shares to be purchased by such Purchaser, dated the Closing Date and bearing
appropriate legends as hereinafter provided for, and registered on the books
and records of the Corporation in such Purchaser’s name(or in such other name
as instructed by the Purchaser), and (ii) if required by such Purchaser,
upon prior receipt of such certificates, each Purchaser shall pay in full such
Purchaser’s Purchase Price therefore by wire transfer of immediately available
funds for credit to such account as the Corporation shall direct.


 


3.                                       CONDITIONS TO
CLOSING


 


3.1                                 Conditions to
the Purchasers’ Obligations. The obligations of each
Purchaser hereunder are subject to the accuracy, as of the date hereof and on
the Closing Date, of the representations and warranties of the Corporation
contained herein, and to the performance by the Corporation of its obligations
hereunder and to each of the following additional terms and conditions (or
waiver thereof by such Purchaser):


 


(a) The
Corporation shall have furnished to such Purchaser a certificate, dated the
Closing Date, executed on behalf of the Corporation by each of the President
and Chief Executive Officer and the Chief Financial Officer of the Corporation,
stating that:


 


(i) The
representations, warranties and agreements of the Corporation in Section 4.1
hereof are true and correct in all material respects as of the Closing Date and
the Corporation has complied with all its agreements contained herein;


 


(ii) Such
officers have carefully examined the Financial Statements (as defined in Section 4.1(e) hereof)
and, in their opinion, (except to the extent superseded by statements in
later-prepared documents comprising part of the Financial Statements and
delivered or made available to the Purchasers), as of the Closing Date, the
Financial Statements do not contain any untrue statement of a material fact nor
omit to state any material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading, with respect to the respective periods covered by
such Financial Statements; and


 

















 


(iii) From
the date hereof to the Closing Date, there have not been any event or series of
events, change, occurrence or development or a state of circumstances or facts
(including any events, changes, occurrences, developments, state of
circumstances or facts existing prior to the date hereof but which become known
during such period) that, individually or in the aggregate, has had, or would
reasonably be expected to have, a “Material Adverse Effect” (for purposes of
this Agreement, “Material Adverse Effect means a material adverse effect on (i) the
business, results of operation or financial condition of the Corporation and
its Subsidiaries taken as a whole; provided, however, that Corporation Material
Adverse Effect shall not be deemed to include the effects of (A) changes
after the date of this Agreement (the “Signing Date”) in general business,
economic or market conditions (including changes generally in prevailing
interest rates, credit availability and liquidity, currency exchange rates and
price levels or trading volumes in the United States or foreign securities or
credit markets), or any outbreak or escalation of hostilities, declared or
undeclared acts of war or terrorism, in each case generally affecting the
industries in which the Corporation and its subsidiaries operate, (B) changes
or proposed changes after the Signing Date in generally accepted accounting
principles in the United States (“GAAP”) or regulatory accounting requirements,
or authoritative interpretations thereof, (C) changes or proposed changes
after the Signing Date in securities, banking and other laws of general
applicability or related policies or interpretations of Governmental Authority
(in the case of each of these clauses (A), (B) and (C), other than changes
or occurrences to the extent that such changes or occurrences have or would
reasonably be expected to have a materially disproportionate adverse effect on
the Corporation and its Subsidiaries taken as a whole relative to comparable
U.S. banking or financial services organizations), or (D) changes in the
market price or trading volume of the Common Stock or any other equity, equity-related
or debt securities of the Corporation or its Subsidiaries (it being understood
and agreed that the exception set forth in this clause (D) does not apply
to the underlying reason giving rise to or contributing to any such change); or
(ii) the ability of the Corporation to consummate the Transactions and
perform its obligations hereunder on a timely basis.


 


(c) The
Corporation shall have delivered a certificate of the Secretary of the
Corporation, dated as of the Closing Date, (i) certifying the resolutions
adopted by the Board of Directors of the Corporation or a duly authorized
committee thereof approving the transactions contemplated by this Agreement and
the issuance of the Purchased Shares, (ii) certifying the current version
of the bylaws, as amended, of the Corporation and (iii) certifying as to
the signatures and authority of persons signing this Agreement and related
documents on behalf of the Corporation;


 


(d) The
Corporation shall have delivered (i) a certificate evidencing the good
standing, and (ii) to the extent possible, with Corporation’s exercise of
diligent efforts, a certified copy of all charter documents of record, in both
cases (i) and (ii) above for each of the Corporation, Bank, the “Trust
Subsidiary” (as hereinafter defined), and Central Valley Community Insurance
Services, LLC in its respective jurisdiction of formation, and due 


 

















 


qualification
as a foreign organization authorized to do business in any other jurisdiction
in which it maintains any offices, issued by the Secretary of State (or
comparable office) of such jurisdiction, as of a date within five (5) business
days prior to the Closing Date; to the extent it is not possible, with
Corporation’s exercise of diligent efforts, for Corporation to deliver the
certified copies of the document referred to in clause (ii) above, such
documents shall be certified by the Corporation prior to Closing as true and
complete in all respects, and the Corporation shall deliver publicly certified
documents as soon as possible following Closing;


 


(e) To
the extent available, when available with the exercise of diligence by the
Corporation, the certificates described in Section 5.2(d).


 


(f) Any
authorizations, consents, commitments, agreements, orders or approvals or
confirmation of nonobjection of, or declarations, notifications or filings
with, or expirations of waiting periods imposed by, any federal, state or local
court or governmental or regulatory agency or authority or applicable stock
exchange or trading market, including without limitation the Federal Reserve,
the FDIC, the Department and NASDAQ (any such court, agency, authority,
exchange or market, a “Governmental Authority”) required to be obtained by the
Corporation for the consummation of the Transactions, as defined herein, shall
have been obtained or filed or shall have occurred and any such orders shall
have become final, non-appealable orders, and there shall be no judgment,
injunction, order or decree prohibiting any of the transactions contemplated
hereby, and no action, suit or proceeding shall be pending or threatened before
or by any court or Governmental Authority seeking to restrain or prohibit, or
seeking damages in connection with, the transactions contemplated hereby;


 


(g) Downey
Brand LLP, counsel to the Corporation, shall have furnished to the Purchasers
its written opinion, addressed to the Purchasers and dated as of the Closing
Date, substantially as set forth in Exhibit B
hereto;


 


(h) The
Corporation shall have delivered to the Purchasers, at least five (5) business
days prior to Closing, a schedule in the form of Schedule
3.1(h) attached hereto (the “Capital Schedule”) that
certifies, as of the time immediately after the Closing and assuming the sale
of the Purchased Shares as contemplated by this Agreement and as contemplated
in the Patriot Closing, the number of shares, by class, series and type, of all
authorized, issued and outstanding capital stock, options, warrants,
subordinated debt instruments, hybrid debt or capital instruments, any debt or
equity instruments convertible into shares of common stock of the Corporation,
and other securities of the Corporation (in each case stating whether or not
convertible into or exercisable or exchangeable for shares of capital stock of
the Corporation); the Corporation shall attach to the Capital Schedule complete
copies of the instruments defining all rights and all conversion features of
each type of security listed on the Capital Schedule other than (i) Common
Stock and (ii) the preferred stock issued to the United States Treasury in
January 2009.  Except for giving
effect to the transactions contemplated by this Agreement and in the Patriot
Closing, such schedule must not differ materially from Schedule 3.1(h) attached
hereto.


 


(i) 
The Patriot Closing shall have been consummated or shall be deemed to close
simultaneous herewith.


 

















 


(j) 
The Common Stock (i) shall be designated for quotation or listed on the
Nasdaq Capital Market and (ii) shall not have been suspended, as of the
Closing Date, by the SEC or the Nasdaq Capital Market from trading on the
Nasdaq Capital Market nor shall suspension by the SEC or the Nasdaq Capital
Market have been threatened, as of the Closing Date, either (A) in writing
by the SEC or the Nasdaq Capital Market or (B) by falling below the
minimum listing maintenance requirements of the Nasdaq Capital Market.


 


3.2                                 Conditions to
the Corporation’s Obligations. The obligations of the
Corporation hereunder with respect to each Purchaser are subject to the
accuracy, as of the date hereof and as of the Closing Date, of the
representations and warranties of such Purchaser contained herein and to the
performance by such Purchaser of its obligations hereunder and to each of the
following additional terms and conditions (or waiver thereof by the Corporation):


 


(a) Such
Purchaser shall have received any and all necessary approvals from all
Governmental Authorities necessary for the sale and issuance of the Purchased
Shares by the Corporation to such Purchaser, if any, pursuant to this
Agreement, and any and all applicable waiting periods upon which such approvals
are conditioned shall have expired, and there shall be no judgment, injunction,
order or decree prohibiting any of the transactions contemplated hereby, and no
action, suit or proceeding shall be pending or threatened before or by any
court or Governmental Authority seeking to restrain or prohibit, or seeking
damages in connection with, the transactions contemplated hereby.


 


(b) The
Patriot Closing shall have been consummated or shall be deemed to close
simultaneous herewith.


 


4.                                       REPRESENTATIONS
AND WARRANTIES


 


4.1                                 Representations,
Warranties and Agreements of the Corporation. Except as otherwise set
forth on the Corporation Disclosure Schedule attached hereto, the Corporation
represents and warrants to each Purchaser that as of the date hereof and
immediately prior to the Closing:


 


(a) The
authorized capital stock of the Corporation consists of 80,000,000 shares of
Common Stock, without stated par value, of which 7,684,802 shares are
outstanding as of the date of this Agreement; and 10,000,000 shares of
preferred stock, without stated par value, of which 7,000 shares of its Series A
Fixed Rate Cumulative Perpetual Preferred Stock are outstanding as of the date
of this Agreement.


 


(b) The
Corporation does not have any “Subsidiaries” (as defined below) other than the
Bank, including the Bank’s majority-owned subsidiary, Central Valley Community
Insurance Services, LLC, and the Trust Subsidiary.  Within the preceding twenty-four (24) months,
the Corporation and each Subsidiary have filed all reports, registrations and
statements, together with any required amendments thereto, that it was required
to file with the Federal Reserve, the SEC, the FDIC, the Department and any
other applicable federal or state securities or banking authorities, except
where the failure to file any such report, registration or statement would not
reasonably be expected to have a Material Adverse Effect. All such reports and 


 

















 


statements
filed within the preceding twenty-four (24) months, with any such regulatory
body or authority are collectively referred to herein as the “Corporation
Reports.”  As of their respective dates,
the Corporation Reports complied as to form in all material respects with all
the rules and regulations promulgated by the Federal Reserve, the FDIC,
the Department, the SEC and any other applicable foreign or state securities or
banking authorities, as the case may be. The Corporation Reports filed with the
SEC (the “SEC Documents”), including the Registration Statement, at the time
filed or, in the case of any SEC Document amended or superseded by a filing
prior to the date of this Agreement, then on the date of such amending or
superseding filing, and, in the case of registration statements and proxy statements,
on the dates of effectiveness and the dates of mailing, respectively, (i) did
not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading, and (ii) complied in all material respects with the applicable
requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”)
and the 1933 Act, as applicable. For the purposes of this Agreement, the term “Subsidiary”
shall mean any: (a) firm, corporation, partnership, limited liability
company, trust or other entity of which the Corporation owns (i) at least
10% of the outstanding voting capital stock (or other outstanding voting shares
of beneficial interest), or (ii) at least a majority of the partnership,
membership, joint venture or similar interests; (b) partnership in which
the Corporation is a general partner; or (c) limited liability company in
which the Corporation is the manager or the managing member or owns a majority
interest.


 


(c) Except
as set forth in Schedule 4.1(c),
since December 31, 2008 (the “Financial Statement Date”), no change has
occurred and no circumstances exist (including any changes, occurrences,
circumstances or facts existing prior to the Financial Statement Date, but
which became known on or after the Financial Statement Date) that is not
reflected in the Financial Statements (as defined below) which, individually or
in the aggregate, have had or are reasonably likely to have a Material Adverse
Effect.  Except as set forth in Schedule
4.1(c), there are no transactions, arrangements, or other relationships between
the Corporation or any Subsidiary and an unconsolidated or other off balance
sheet entity.  Neither the Corporation
nor any of its Subsidiaries is a party to any material transaction or material
contract or arrangement with any stockholder of the Corporation holding at
least 5% of the outstanding shares of Common Stock (determined on a fully
diluted basis), director, officer or employee of the Corporation or any of its
Subsidiaries (collectively, “Related Parties”) or any of the respective
immediate family members or affiliates of Related Parties other than in the
ordinary course of business.


 


(d) The
Corporation, Bank and each of their respective Subsidiaries (i) have all
corporate power and authority necessary to own or hold their respective
properties and to conduct the businesses in which they are currently engaged;
and (ii) have all permits, licenses, authorizations, orders and approvals
of, and have made all filings, applications and registrations with, any
governmental entities that are required in order to carry on their business as
presently conducted and that are material to the business of the Corporation or
such Subsidiary, except where the failure to have such permits, licenses,
authorizations, orders and approvals or the failure to make such filings,
applications and registrations would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect; and all such permits,
licenses, certificates of authority, orders and approvals are in full force and
effect and, to the knowledge of the Corporation, no suspension or cancellation
of any of them is threatened, and all such filings, applications and
registrations are current.


 

















 


(e) The
Corporation has furnished to the Purchasers or otherwise made available a copy
of the audited consolidated financial statements of the Corporation for its
fiscal years ended December 31, 2006, 2007 and 2008 and the unaudited
consolidated financial statements of the Corporation for each interim period
subsequent to the end of its most recent fiscal year through September 30,
2009 (collectively, the “Financial Statements”).  The Financial Statements do not contain any
untrue statement of material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading.


 


(f) Based
in part upon the representations and warranties of the Purchasers contained
herein, (i) the Corporation is not required by applicable law or
regulation in connection with the offer, sale and delivery of the Purchased
Shares to the Purchasers in the manner contemplated by this Agreement to
register the Purchased Shares under the 1933 Act, or any state securities laws
and (ii) none of the Corporation, its Subsidiaries nor, to the Corporation’s
knowledge, any of its affiliates or any person acting on its behalf has,
directly or indirectly, at any time within the past six months, made any offers
or sales of any Corporation security or solicited any offers to buy any
security under circumstances that would (A) eliminate the availability of
the exemption from registration under Rule 506 of Regulation D under the
1933 Act in connection with the offer and sale by the Corporation of the
Purchased Shares as contemplated hereby or (B) cause the offering of the
Purchased Shares pursuant to this Agreement to be integrated with prior
offerings by the Corporation for purposes of any applicable law, regulation or
stockholder approval provisions.  Neither
the Corporation nor any person acting on behalf of the Corporation has offered
or sold any of the Purchased Shares by any form of general solicitation or
general advertising.


 


(g) The
Corporation and its Subsidiaries (i) have been duly incorporated or
organized and are validly existing in good standing under the laws of their
respective jurisdictions of incorporation or organization, (ii) are duly
qualified to do business and are in good standing as foreign corporations or
organizations in each jurisdiction in which their respective ownership or lease
of property or the conduct of their respective businesses requires such
qualification, except where the failure to be so qualified would not reasonably
be expected to result in a Material Adverse Effect.


 


(h) The
number of shares and type of all authorized, issued and outstanding capital
stock, options and other securities of the Corporation (whether or not
presently convertible into or exercisable or exchangeable for shares of capital
stock of the Corporation) as of the date hereof has been set forth on Schedule 3.1(h).  All of the outstanding shares of capital
stock of the Corporation are duly authorized, validly issued, fully paid and
non-assessable, have been issued in compliance in all material respects with
all applicable federal and state securities laws.  None of such outstanding shares was issued in
violation of any preemptive rights or similar rights to subscribe for or
purchase any capital stock of the Corporation, and no person has any preemptive
or similar right to purchase any shares of capital stock of the Corporation.  Except as set forth on Schedule 3.1(h), (i) there
are no outstanding options, warrants, scrip, rights 


 

















 


to
subscribe to, calls or commitments of any character whatsoever relating to, or
securities or rights convertible into, or exercisable or exchangeable for, any
shares of capital stock of the Corporation, or contracts, commitments,
understandings or arrangements by which the Corporation is or may become bound
to issue additional shares of capital stock of the Corporation or options,
warrants, scrip, rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities or rights convertible into, or
exercisable or exchangeable for, any shares of capital stock of the
Corporation, (ii) there are no outstanding securities or instruments of
the Corporation which contain any redemption or similar provisions, and there
are no contracts, commitments, understandings or arrangements by which the
Corporation is or may become bound to redeem a security of the Corporation; (iii) there
are no securities or instruments containing anti-dilution or similar provisions
that will be triggered by the issuance of the Purchased Shares; (iv) the
Corporation does not have any stock appreciation rights or “phantom stock”
plans or agreements or any similar plan or agreement; and (v) the
Corporation has not exercised its right to defer payments of interest on the
junior subordinated deferrable interest debentures of the Corporation or the
corresponding trust preferred securities of Service 1st Capital Trust I (the “Trust
Subsidiaries”).


 


(i) The
Purchased Shares have been duly authorized and, when issued and delivered by
the Corporation against payment therefor in the manner contemplated by this
Agreement, will be validly issued, fully paid and non-assessable, and there are
no preemptive rights relating to the issuance of the Purchased Shares.


 


(j) This
Agreement has been duly authorized, executed and delivered by the Corporation
and constitutes a valid and legally binding agreement of the Corporation
enforceable against the Corporation in accordance with its terms, subject to
the effects of bankruptcy, insolvency, reorganization, moratorium and other
similar laws relating to or affecting creditors’ rights generally, and general
equitable principles (whether considered in a proceeding in equity or at law).


 


(k) The
execution, delivery and performance by the Corporation of this Agreement, the
issuance and sale of the Purchased Shares in the manner contemplated hereby,
and the consummation of the transactions contemplated herein (collectively, the
“Transactions”), will not (i) conflict with or constitute a violation of,
or default (with the passage of time or the delivery of notice) under, (A) any
bond, debenture, note or other evidence of indebtedness, or any agreement,
lease, franchise, license, permit, contract, indenture, mortgage, deed of
trust, loan agreement, joint venture or other agreement or instrument to which
the Corporation or any of its Subsidiaries is a party or by which it or any of
its Subsidiaries or their property is bound, where such conflict, violation or
default would reasonably be expected to have a Material Adverse Effect, or (B) any
law, administrative regulation, ordinance or judgment, order or decree of any
court or governmental agency, arbitration panel or authority binding upon the
Corporation or any of its Subsidiaries or any of their property; provided,
however, that the Corporation makes no representation or warranty as to the
proposed Transaction’s conflict with or violation of Title 12 of the Code of Federal
Regulations, Section 225.41 (“12 C.F.R. § 225.41”), or (ii) violate
any of the provisions of the Articles, or Bylaws, as amended, of the
Corporation; and no consent, approval, authorization or order of, or filing or
registration with any such person (including, without limitation, any such
court or governmental agency or body) is required for the consummation of the
Transactions by the Corporation, except such as may be required for a under
Regulation D under the 1933 Act or for a Rule 506 “federal covered
security” under state securities laws.


 

















 


(l) The
Financial Statements (including the related notes) present fairly, in all
material respects, the financial condition and results of operations of the
Corporation and its subsidiaries, at the dates and for the periods indicated,
and have been prepared in conformity with GAAP applied on a consistent basis
throughout the periods involved.  Since
the Financial Statement Date, the Corporation has not effected any change in
any method of accounting or accounting practice, except for any such change
required because of a concurrent change in GAAP, nor has it been advised by its
independent registered accounting firm or any Governmental Authority that any
such change in method of accounting or accounting practice is appropriate.  No change in accounting treatment reflected
in the Financial Statements, if any, resulting from the review of the
Registration Statement by the SEC will or would be reasonably expected to result
in a restatement of any prior financial statements or amendment of any prior
periodic reports filed with the SEC. 
Neither the Corporation nor any of its Subsidiaries has any liabilities
or obligations of any nature (absolute, accrued, contingent or otherwise) that
are not properly reflected or reserved against in the Financial Statements to
the extent required to be so reflected or reserved against in accordance with
GAAP, except for (i) liabilities that have arisen since September 30,
2009 in the ordinary course of business, (ii) contractual liabilities
under agreements entered into in the ordinary course of business or that are
disclosed in the SEC Documents, and (iii) liabilities that have not had
and would not reasonably be expected to have a Material Adverse Effect.


 


(m) There
is no action, suit or proceeding before or by any court or governmental agency
or body or any labor dispute now pending or, to the knowledge of the
Corporation, threatened against the Corporation or any of its Subsidiaries,
which would reasonably be expected, either individually or in the aggregate, to
have a Material Adverse Effect.


 


(n) No
temporary restraining order, preliminary or permanent injunction or other order
issued by any court of competent jurisdiction or other legal restraint or
prohibition preventing the consummation of the Transactions is in effect or, to
the knowledge of the Corporation, threatened.


 


(o) Neither
the Corporation nor any Subsidiary has engaged in conduct that it knows to be a
violation of any applicable law or contractual obligation relating to the
recruitment, hiring, extension of offers of employment, retention or
solicitation of any current employee of the Corporation or any Subsidiary where
such violation would reasonably be expected to have a Material Adverse Effect.  To the knowledge of the Corporation, no
executive officer is, or is expected to be, in violation of any material term
of any employment contract, confidentiality, disclosure or proprietary
information agreement or non-competition agreement, or any other contract or
agreement or any restrictive covenant, and to the knowledge of the Corporation,
the continued employment of each such executive officer does not subject the
Corporation or any of its Subsidiaries to any material liability with respect
to any of the foregoing matters.


 

















 


(p) No
broker’s, finder’s, investment banker’s or similar fee or commission has been
paid or will be payable by the Corporation with respect to, or for any services
rendered to the Corporation ancillary to, the offer, issue and sale of the
Purchased Shares contemplated by this Agreement other than fees payable to
Sandler O’Neill & Partners, L.P. (the “Financial Advisor”) as set
forth in Schedule 4.1(p) for
acting as financial advisor to the Corporation in connection with the
Transactions, which will be paid by the Corporation. The Corporation
acknowledges that Financial Advisor has acted only as financial advisor to the
Corporation in connection with the Transactions and not as a placement agent or
underwriter in connection with the Transactions.


 


(q) The
Corporation does not own or control, directly or indirectly, any Subsidiary
other than Bank and the other companies and entities referred to in Section 4.1(b).  The Corporation does not engage, directly or
indirectly or through any other entity or through any partnership, joint
venture or the like, in any business or activity other than investing its
assets and owning or controlling Bank and Central Valley Community Insurance
Services, LLC.  The Corporation does not
own any shares of stock or any other equity or debt securities of any
corporation or other entity or have any equity interest in any firm,
partnership, limited liability company, joint venture, association or other
entity except as set forth in the Financial Statements.


 


(r) Except
for such agreements that have expired or terminated in accordance with their
terms prior to the date hereof, each material agreement to which the
Corporation and its Subsidiaries is a party, is in full force and effect and is
binding on the Corporation and/or its Subsidiaries, as applicable, and, to the
knowledge of the Corporation, is binding upon such other parties, in each case
in accordance with its terms, and neither the Corporation, any of its
Subsidiaries nor, to the knowledge of the Corporation, any other party thereto,
is in breach of or default under any such agreement, which breach or default
would reasonably be expected to have a Material Adverse Effect. Neither the
Corporation, nor any of its Subsidiaries, has received any written notice
regarding the termination of any such agreements. The Corporation has made
available to the Purchasers true, correct and complete copies of all such
agreements to which the Corporation or any of its Subsidiaries is a party or
subject.


 


(s) Each
of the Corporation and its Subsidiaries has filed on a timely basis all
federal, state, local and foreign income and franchise tax returns required to
be filed by it through the date hereof or had properly requested extension
thereof and has paid all taxes shown as due thereon, and any related
assessments, fines or penalties, except where such failure to timely file would
not reasonably be expected to have a Material Adverse Effect.  Each of the Corporation and its Subsidiaries
has made reasonable charges, accruals and reserves in the applicable Financial
Statements in respect of all federal, state, local and foreign income and
franchise taxes for all periods as to which the tax liability of the
Corporation and its Subsidiaries has not been finally determined.  No tax deficiency has been asserted against
the Corporation or any of its Subsidiaries and the knowledge of the
Corporation, there is no tax deficiency which might be asserted or threatened
against it or any of its Subsidiaries.


 
















 


(t) The
Corporation and its Subsidiaries are in compliance in all material respects
with all applicable laws, rules, regulations, orders, decrees and judgments
applicable to it, including, without limitation, all applicable local, state
and federal environmental laws and the applicable federal and state banking
laws, rules and regulations except where which non-compliance would not be
reasonably expected to have a Material Adverse Effect (the “Applicable Laws”).  Neither the Corporation nor any of its Subsidiaries
has received any notice of purported or actual non-compliance with Applicable
Laws (except to the extent it would not individually or in the aggregate
reasonably be expected to have a Material Adverse Effect).  Neither the Corporation nor any of its
Subsidiaries has received any communication from any Governmental Authority (i) threatening
to revoke any permit, license, franchise, certificate of authority or other
governmental authorization, or (ii) threatening or contemplating
revocation or limitation of, or which would have the effect of revoking or
limiting, FDIC deposit insurance.


 


(u) The
operations of the Corporation and its Subsidiaries are and have been conducted,
in all material respects, in compliance with applicable financial recordkeeping
and reporting requirements of the Currency and Foreign Transactions Reporting
Act of 1970, as amended, the money laundering statutes of all applicable
jurisdictions, the rules and regulations thereunder and any related or
similar rules, regulations or guidelines, issued, administered or enforced by
any governmental agency (collectively, the “Money Laundering Laws”) and no
action, suit or proceeding by or before any court or governmental agency,
authority or body or any arbitrator involving the Corporation or any of its
Subsidiaries with respect to the Money Laundering Laws is pending or, to the
knowledge of the Corporation, threatened.


 


(v) Neither
the Corporation nor any of its Subsidiaries nor, to the knowledge of the
Corporation, any director, officer, agent, employee or affiliate of the
Corporation or any of its Subsidiaries, is currently subject to any U.S.
sanctions administered by the Department of Foreign Assets Control of the U.S.
Treasury Department (“OFAC”).


 


(w) Except
as disclosed in the Financial Statements, each of the Corporation and its
Subsidiaries owns or leases all such properties as are necessary to its
operations as now conducted.


 


(x) Each
of the Corporation and its Subsidiaries maintains insurance (issued by insurers
of recognized financial responsibility) of the types, against such losses and
in the amounts, with such insurers and subject to deductibles and exclusions as
the Corporation reasonably believes are customary in the Corporation’s and its
Subsidiaries’ industry and otherwise prudent, including, without limitation,
insurance covering all real and personal property owned or leased by the
Corporation and its Subsidiaries against theft, damage, destruction, acts of
vandalism and all other risks customarily insured against by similarly situated
companies, all of which insurance is in full force and effect and no written
notice of cancellation has been received.


 


(y) The
Corporation is not and, after giving effect to the offering and sale of the
Purchased Shares as contemplated in this Agreement will not be, an “investment
company” as defined in the Investment Company Act of 1940, as amended.


 


(z) The
Corporation is duly registered as a bank holding company under the BHC Act, as
amended. Bank is a commercial bank duly organized, validly existing and in good
standing with the Department.  Bank has
at least a “satisfactory” rating under the U.S. Community Reinvestment
Act.  Bank is a member in good standing
of the Federal Home Loan Bank of San Francisco. 
The deposit accounts of Bank are insured up to applicable limits by the
FDIC, and all premiums and assessments required to be paid in connection
therewith have been paid when due. As of the date of this Agreement, Bank meets
or exceeds the standards necessary to be considered “well capitalized” under
the FDIC’s regulatory framework for prompt corrective action.


 

















 


(aa)
Except as set forth on Schedule 4.1(aa)
neither the Corporation nor any Subsidiary is subject to any cease-and-desist,
memorandum of understanding or other similar order or enforcement action
(including any order to pay civil money penalties) issued by, or is a party to
any written agreement, consent agreement or memorandum of understanding with,
or is a party to any commitment letter or similar undertaking to, or is subject
to any capital directive by, or has adopted any board resolutions at the
request of, any governmental entity that currently restricts in any material
respect the conduct of its operations or business or that in any material
manner relates to its capital adequacy, maintenance of specific capital levels,
its liquidity and funding policies and practices, its ability to pay dividends,
its credit, risk management or compliance policies, its internal controls, its
management or its operations or business (each item in this sentence, a “Regulatory
Agreement”), nor has the Corporation or any Subsidiary been advised by any
governmental entity that it is considering issuing, initiating, ordering, or
requesting any such Regulatory Agreement.


 


(bb)
The Corporation is not, and has never been, an issuer identified in Rule 144(i)(1) under
the 1933 Act.


 


(cc) Except as set forth on Schedule 4.1(cc), as of the Closing
Date, except for normal periodic examinations conducted by a federal or state
bank regulatory authority having jurisdiction over the Corporation or any of
its Subsidiaries (a “Bank Regulator”), since December 31, 2006, no Bank
Regulator has initiated any proceeding or, to the knowledge of the Corporation,
investigation into the business or operations of the Corporation or any of its
Subsidiaries. The Corporation and its Subsidiaries have addressed in all
material respects any matters requiring Board attention set forth in writing by
any Bank Regulator with respect to any such normal periodic examination and addressing
such matters has not and is reasonably expected to not result in a Material
Adverse Effect.


 


(dd) As of the Closing Date,
taking into account the net proceeds of the capital raise contemplated as part
of this Transaction, the Corporation and Bank each will have leverage, Tier 1
risk-based and total risk-based capital ratios that are at least 100 basis
points in excess of the minimum regulatory requirements, in the case of the
Corporation, and for “well-capitalized” status under Federal prompt corrective
action regulations, in the case of the Bank.


 


(ee)
As of the date hereof and as of Closing Date, the Corporation’s management has
concluded that the loan loss reserves of Bank are adequate and has not been
advised by the Corporation’s independent or internal auditors of any
preliminary or final disagreement with management’s conclusions.


 

















 


(ff)
The issuance of the Purchased Shares to the Purchasers as contemplated by this
Agreement and the issuance of the Patriot Shares to the Patriot Group will not trigger
any rights under any “change of control” provision in any of the employee
benefit plans, retirement plans or other agreements to which the Corporation or
any of its Subsidiaries is a party, including without limitation any
employment, “change in control,” severance or other compensatory agreements or
arrangements (all of the foregoing are referred to as “Employee Arrangements”),
which results in payments to the counterparty or the acceleration of vesting of
benefits.  In the event that the issuance
of the Purchased Shares to the Purchasers and the Patriot Shares to the Patriot
Group as contemplated by this Agreement would otherwise trigger any such
rights, the Corporation will obtain waivers from the parties to the Employee
Arrangements waiving, as applicable, (i) the right to receive any such
payments resulting from the occurrence of such triggering event or (ii) the
acceleration of vesting of such benefits.


 


(gg)
The Corporation has implemented and maintains disclosure controls and
procedures (as defined in Rule 13a-15(e) of the 1934 Act) to ensure
that material information relating to the Corporation, including its
Subsidiaries, is made known to the chief executive officer and the chief
financial officer of the Corporation by others within those entities.  The Corporation maintains internal control
over financial reporting (as defined in Rule 13a-15 of the 1934 Act) to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with GAAP and includes policies and procedures that (A) pertain to the
maintenance of records that in reasonable detail accurately and fairly reflect
the transactions and dispositions of the asset of the Corporation, (B) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with GAAP, and that receipts
and expenditures of the Corporation are being made only in accordance with
authorizations of management and directors of the Corporation, and (C) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Corporation’s assets that could have a
material effect on its financial statements. 
The Corporation has disclosed, based on its most recent evaluation prior
to the date hereof, to the Corporation’s outside auditors and the audit
committee of the Board of Directors (x) any significant deficiencies and
material weaknesses in the design or operation of internal control over
financial reporting that are reasonably expected to adversely affect the
Corporation’s ability to record, process, summarize and report financial
information and (y) any fraud, whether or not material, that involves
management or other employees who have a significant role in the Corporation’s
internal controls over financial reporting.


 


(hh) Except as expressly set forth or
reflected in the Financial Statements, since December 31, 2008, (A) neither
the Corporation nor any Subsidiary nor, to the knowledge of the Corporation,
any director or officer of the Corporation or any Subsidiary, has received or
otherwise had or obtained knowledge of any material complaint, allegation,
assertion or claim, whether written or oral, regarding the accounting or
auditing practices, procedures, methodologies or methods of the Corporation or
a subsidiary of the Corporation or their respective internal accounting
controls, including any material complaint, allegation, assertion or claim that
the Corporation or any Subsidiary has engaged in questionable accounting or
auditing practices.  The records,
systems, controls, data and information of the Corporation and the Subsidiaries
are recorded, stored, maintained and operated under means (including any
electronic, mechanical or photographic process, whether computerized or not)
that are under the exclusive ownership and direct control of the Corporation or
the Subsidiaries or their accountants (including all means of access thereto
and therefrom), except for any non-exclusive ownership and non-direct control
that would not, individually or in the aggregate, reasonably be expected to
adversely affect in any material respect the system of internal accounting
controls described above in this subsection.


 

















 


(ii) Except as expressly set forth or
reflected in the Financial Statements, since December 31, 2008, the
Corporation and each of the Subsidiaries have conducted their respective
businesses in all material respects in the ordinary course, consistent with prior
practice.


 


(jj)
The Board of Directors has taken all other necessary action to ensure that any “moratorium,”
“control share,” “fair price,” “takeover” or “interested stockholder” law does
not and will not apply to this Agreement or to any of the Transactions
contemplated hereby.


 


(kk)
The Corporation is eligible to register the resale of the Purchased Shares by
the Purchasers using Form S-3 promulgated under the 1933 Act.


 


(ll)  The Corporation has not, and to the
Corporation’s knowledge no one acting on its behalf has, taken, directly or
indirectly, any action designed to cause or to result in the stabilization or
manipulation of the price of any security of the Corporation to facilitate the
sale or resale of any of the Purchased Shares.


 


(mm)  The Corporation’s Common Stock is registered
pursuant to Section 12(b) of the 1934 Act, and the Corporation has
taken no action designed to terminate the registration of the Common Stock
under the 1934 Act nor has the Corporation received any notification that the
SEC is contemplating terminating such registration. The Corporation has not, in
the 12 months preceding the date hereof, received written notice from the
Nasdaq Capital Market to the effect that the Corporation is not in compliance
with the listing or maintenance requirements of the Nasdaq Capital Market. The
Corporation is in compliance in all material respects with the listing and
maintenance requirements for trading of the Common Stock on the Nasdaq Capital
Market.


 


(nn)  With respect to the Purchasers listed on Schedule 4.1 (nn) (the “Specified
Purchasers”) only, the Corporation: (i) confirms that neither it nor any
of its officers or directors nor any other person acting on its or their behalf
has provided, and it has not authorized the Financial Advisor to provide, such
Specified Purchaser or its respective agents or counsel with any information
that it believes constitutes or could reasonably be expected to constitute
material, non-public information except insofar as the existence, provisions
and terms of this Agreement and the proposed transactions hereunder may
constitute such information, all of which will be disclosed by the Corporation
in the Press Release as contemplated by Section 5.9 hereof, and (ii) understands
and confirms that such Specified Purchaser will rely on the foregoing
representations in effecting transactions in securities of the Corporation. To
the knowledge of the Corporation, no event or circumstance has occurred or
information exists with respect to the Corporation or any of its Subsidiaries
or its or their business, properties, operations or financial conditions,
which, under applicable law, rule or regulation, requires public
disclosure or announcement by the Corporation but which has not been so
publicly announced or disclosed, except for the announcement of this Agreement
and related transactions and as may be disclosed on the Form 8-K filed
pursuant to Section 5.9.


 

















 


4.2                                 Representations
and Warranties and Agreements of the Purchasers. Each Purchaser, severally
and not jointly with any other Purchaser, represents and warrants to, and
agrees with, the Corporation that, as of the date hereof and immediately prior
to the Closing:


 


(a) The
Purchaser has full power and authority to enter into this Agreement and this
Agreement constitutes a valid and legally binding obligation of the Purchaser,
enforceable against the Purchaser in accordance with its terms, subject to the
effects of bankruptcy, insolvency, reorganization, moratorium and other similar
laws relating to or affecting creditor’s rights generally, and general
equitable principles (whether considered in a proceeding in equity or at law).


 


(b) The
Purchaser represents that: (i) it is duly organized, validly existing and
in good standing in its jurisdiction of incorporation or organization and has
all the requisite power and authority to purchase the Purchased Shares, as
provided herein, and (ii) its purchase of the Purchased Shares has been
duly authorized by all necessary action on behalf of the Purchaser.


 


(c) The
Purchaser is purchasing the Purchased Shares for Purchaser’s own account and
not with a view to or for sale in connection with any distribution thereof in a
transaction that would violate or cause a violation of the 1933 Act or the
securities laws of any state or any other applicable jurisdiction.


 


(d) The
Purchaser is an “accredited investor” as defined in Rule 501(a) promulgated
under the 1933 Act and understands and agrees that the offer and sale of the
Purchased Shares to the Purchaser hereunder have not been registered under the
1933 Act or any state securities law in reliance on the availability of an
exemption from such registration requirements of the 1933 Act based in part on
the accuracy of the Purchaser’s representations in this Section.


 


(e) In
the normal course of the Purchaser’s business or affairs, Purchaser invests in
or purchases securities similar to the Purchased Shares and has such knowledge
and experience in financial and business matters as to be capable of evaluating
the merits and risks of purchasing the Purchased Shares.  Purchaser has had access to such financial
and other information concerning the Corporation and its Subsidiaries as
Purchaser deemed necessary or desirable in making a decision to purchase the
Purchased Shares, including all of the Corporation’s periodic and current
reports filed with the SEC, and an opportunity to ask questions and receive
answers from officers of the Corporation and to obtain additional information
(to the extent the Corporation possessed such information or could acquire it
without unreasonable effort or expense) necessary to verify the accuracy of any
information furnished to Purchaser or to which Purchaser had access.


 


(f) The
Purchaser is not relying on the Corporation or any of its affiliates with respect
to an analysis or consideration of the terms of or economic considerations
relating to an investment in the Purchased Shares. In regard to such
considerations and analysis, the Purchaser has relied on the advice of, or has
consulted with, its own advisors.


 

















 


(g) The
Purchaser acknowledges and is aware that there are substantial restrictions on
the transferability of the Purchased Shares. Purchaser understands that the
Purchased Shares have not been registered under the 1933 Act and are “restricted
securities” within the meaning of Rule 144 
of the 1933 Act, and may not be sold, transferred, or otherwise disposed
of without registration under the 1933 Act or an exemption therefrom.
Furthermore, Purchaser acknowledges that the Purchased Shares purchased hereunder
will bear a legend to the effect set forth below, and the Purchaser covenants
that, except to the extent such restrictions are waived by the Corporation, the
Purchaser shall not transfer the Purchased Shares without complying with the
restrictions on transfer described in the legend endorsed on such certificate:


 


THE
SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, OFFERED FOR SALE,
TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED ABSENT AN EFFECTIVE
REGISTRATION THEREOF UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR
COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE CORPORATION
HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE CORPORATION
AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.


 


(h) The execution,
delivery and performance by the Purchaser of this Agreement, purchase of the
Purchased Shares in the manner contemplated hereby, and the consummation of the
transactions contemplated herein (collectively, the “Transactions”), will not (i) conflict
with or constitute a material violation of, or material default (with the
passage of time or the delivery of notice) under any law, administrative
regulation, ordinance or judgment, order or decree of any court or governmental
agency, arbitration panel or authority binding upon the Purchaser or any of
their property, or (ii) violate any of the provisions of the charter
documents of the Purchaser; and no material consent, approval, authorization or
order of, or filing or registration with any such person (including, without
limitation, any such court or governmental agency or body) is required for the
consummation of the Transactions by the Purchaser, except such as may be required
for a under Regulation D under the 1933 Act or for a Rule 506 “federal
covered security” under state securities laws.


 


(i) The
Purchaser represents and warrants that it is not required to obtain, prepare or
file any authorization, approval, consent, filing or registration with any
Governmental Authority in order to consummate the Transactions at the Closing
Date except that in the event that the Purchaser determines, in its sole
discretion, to purchase shares equal to or in excess of 10% of the outstanding
voting Common Stock following consummation of the Transactions, the Purchaser
will require the approval or the non-objection of the Federal Reserve and the
Department to acquire the shares.  Except
as expressly set forth in this Agreement, the Purchaser is not “acting in
concert” (as that term is defined in 12 C.F.R. § 225.41) with any other persons
to acquire any of the Corporation’s capital stock.


 

















 


(j) Other
than the Transactions contemplated hereunder, the Purchaser has not directly or
indirectly, nor has any person acting on behalf of or pursuant to any
understanding with the Purchaser, executed any disposition, including short
sales, in the securities of the Corporation during the period commencing from
the time that the Purchaser first entered into a term sheet with the
Corporation until the date that the Transactions are first publicly announced.


 


(k) The
offer to purchase the Purchased Shares was directly communicated to the
Purchaser by the Corporation.  At no time
was the Purchaser presented with or solicited by any leaflet, newspaper or
magazine article, radio, television, internet or email advertisement, or any
other form of general advertising or solicited or invited to attend a
promotional meeting otherwise than in connection and concurrently with such
communicated offer.


 


(l) The
Purchaser neither is nor will be obligated for any finder’s or broker’s fee or
commission in connection with Transactions.


 


(m) The
Purchaser acknowledges that the Corporation intends to issue up to approximately
884,000 shares of Common Stock, for an aggregate purchase price of $4,641,000,
and 1,359 shares of newly authorized Series B Convertible Adjustable Rate
Non-Cumulative Perpetual Preferred Stock, for an aggregate purchase price of
$1,359,000, to the Patriot Group (collectively, the “Patriot Shares”).  The Purchaser (i) is not an affiliate of
any of the Patriot Group or any other Purchaser (collectively, “Other Investors”),
(ii) reached its decision to invest in the Corporation independently from
any Other Investors, and (iii) has entered into no agreements with any
Other Investors (A) for the purpose of controlling the Corporation or any
of its Subsidiaries or (B) regarding voting its interest in the
Corporation in concert with any of the Other Investors or otherwise to act in
concert with any Other Investors with respect to the Corporation.


 


5.                                       ADDITIONAL
AGREEMENTS


 


5.1                                 Form D,
Blue Sky and Certificates.


 


(a) The
Corporation agrees to timely file a Form D with respect to the Purchased
Shares as required under Regulation D. 
The Corporation, on or before the Closing Date, shall take such action
as is necessary in order to obtain and maintain an exemption for or to qualify
the Purchased Shares for sale to the Purchasers at the Closing pursuant to this
Agreement under applicable securities or “Blue Sky” laws of the states of the
United States (or to obtain an exemption from such qualification), and shall
provide evidence of any such action so taken to the Purchasers on or prior to
the Closing Date.  The Corporation shall
make all filings and reports relating to the offer and sale of the Securities
required under applicable securities or “Blue Sky” laws of the states of the
United States following the Closing Date.


 


(b) The
restrictive legend set forth in Section 4.2(g) shall be removed and
the Corporation shall issue a certificate without such restrictive legend or
any other restrictive legend to the holder of the applicable Purchased Shares
upon which it is stamped or issue to such holder by electronic delivery at the
applicable balance account at the Depository Trust Corporation (“DTC”), if (i) such
Purchased Shares are registered for resale under the 1933 Act, (ii) such
Purchased Shares are sold or transferred pursuant to Rule 144 or (iii) such
Purchased Shares are eligible for sale under Rule 144, without the
requirement for the Corporation to be in compliance with the current public
information required under Rule 144 as to such securities and without 


 

















 


volume
or manner-of-sale restrictions. 
Following the earlier of (i) the effective date of the first
Registration Statement covering the resale of some or all of the Purchased
Shares (the “Effective Date”) or (ii) Rule 144 becoming available for
the resale of Purchased Shares, without the requirement for the Corporation to
be in compliance with the current public information required under Rule 144
as to the Purchased Shares and without volume or manner-of-sale restrictions,
the Corporation shall cause counsel to the Corporation to issue to the
Corporation’s transfer agent a legal opinion to the effect that no subsequent
transfer of such Shares shall require registration under the 1933 Act.  Any fees (with respect to said transfer
agent, counsel or otherwise) associated with the issuance of such opinion or
the removal of such legend shall be borne by the Corporation.  Following such time as a restrictive legend
is no longer required for any Shares, no later than three trading days
following the delivery by such Purchaser to the Corporation or said transfer
agent (with notice to the Corporation) of a legended certificate representing
such Shares and an opinion of counsel to the extent required by this Section,
the Corporation will and will cause the transfer agent to, deliver or cause to
be delivered to such Purchaser a certificate or confirmation representing such
Shares that is free from all restrictive legends.  Unless otherwise required by applicable law,
the Corporation may not make any notation on its records or give instructions
to the transfer agent that enlarge the restrictions on transfer set forth in
this Section.  Certificates for Shares
free from all restrictive legends may be transmitted by the said transfer agent
to a Purchaser by crediting the account of such Purchaser’s custodian or prime
broker with DTC as directed by such Purchaser.


 


5.2                                 Regulatory Matters.


 


(a) Each
Purchaser hereby agrees that it shall not seek to “control” or exercise a
controlling influence over the Corporation or the Bank, for purposes of the BHC
Act, and, to the extent that and for so long as Purchaser may be bound by a “passivity,”
“non-control” or similar agreement required by the Federal Reserve in
connection with a Non-Control Determination (a “Non-Control Agreement”),
Purchaser shall not take any action the taking of which is prohibited by any
such Non-Control Agreement.  Without
limiting the generality of the foregoing, each Purchaser agrees that (i) no
officer, director, partner, agent or other representative of Purchaser shall
seek or accept representation on the board of directors of the Corporation or
any of its Subsidiaries unless nominated by Corporation’s board of directors,
and, (ii) such Purchaser shall not directly or indirectly propose a
director or slate of directors in opposition to a nominee or slate of nominees
proposed by management or the board of directors of the Corporation.


 


(d) The
Corporation shall use its diligent efforts to obtain and deliver to the
Purchasers certificates from (i) the Federal Deposit Insurance Corporation
(the “FDIC”) confirming that the Bank’s deposits are currently insured by the
FDIC, (ii) the Board of Governors of the Federal Reserve System (the “Federal
Reserve”), certifying that Corporation is a registered bank holding company,
and (iii) the California Department of Financial Regulation (the “Department”)
certifying that the Bank is duly authorized as a commercial bank under
California law.


 


5.3                                 Indemnification
of Purchaser. The Corporation shall indemnify and hold each
Purchaser harmless from and against all claims in respect of all fees paid to
Financial Advisor in connection with this Agreement and the Transactions.


 

















 


5.4                                 Confidentiality.


 


(a) Each
Specified Purchaser, severally and not jointly with the other Specified
Purchasers, covenants that until such time as the transactions contemplated by
this Agreement are publicly disclosed by the Corporation as described in Section 5.10,
such Specified Purchaser will maintain the confidentiality of all disclosures
made to it in connection with this transaction (including the existence and
terms of this transaction).


 


(b) Each
Purchaser other than the Specified Purchasers agrees, and agrees to cause its
Representatives (as defined in subsection (c) below) (to the extent such
Representatives are provided any such Confidential Information (as defined in
subsection (c) below) by the Corporation or Purchaser), that for so long
as such Purchaser owns any Shares, to keep confidential any Confidential
Information.  In the event such Purchaser
pursuant to this Agreement or anyone to whom any of them transmit Confidential
Information is requested or required by oral questions, interrogatories,
requests for information or documents, subpoenas, civil investigative demand or
similar process to disclose any such information, such Purchaser shall (i) provide
the Corporation with prompt notice so that the Corporation may seek a
protective order or other appropriate remedy and/or waive such Purchaser’s
compliance with the provisions of this Section, (ii) furnish only that
portion of such information that such Purchaser is advised by counsel is
responsive to the request or legally required and (iii) at the Corporation’s
expense and direction, exercise its reasonable efforts to obtain reliable
assurance that confidential treatment will be accorded such information.  Notwithstanding the foregoing, such Purchaser
may disclose any such information if required by judicial or administrative
process or by other requirements of law, national stock exchange or
self-regulatory organization.


 


(c) For
the purpose of this Agreement, “Confidential Information” means information
obtained from the Corporation, except to the extent that such information can
be shown to have been (i) previously known on a non-confidential basis by
the Purchaser or its Representatives, (ii) in the public domain other than
by breach of this Agreement by such Purchaser or its Representatives or (iii) later
acquired by such Purchaser from sources other than the Corporation or its
Subsidiaries not bound by any confidentiality obligation to the Corporation or
its Subsidiaries with respect to such information.


 


(d) For
purposes of this Agreement, “Representative” shall mean, with respect to any
person, any of such person’s officers, directors, employees, agents, attorneys,
accountants, consultants, equity financing partners, general partners,
managers, investment managers, or financial advisors or other person associated
with, or acting for or on behalf of, such person.


 


5.5                                 Use of Proceeds.  The
Corporation will not intentionally directly or indirectly use the proceeds of
the Transactions, and will not lend, contribute or otherwise make available
such proceeds to any Subsidiary, joint venture partner or other person or
entity for the purpose of financing the activities of any person currently subject
to any U.S. sanctions administered by OFAC.


 

















 


5.6                                 No Change of
Control.  The Corporation shall use
commercially reasonable efforts to obtain all necessary irrevocable waivers and
make all appropriate determinations so that the issuance of the Purchased
Shares to the Purchasers, will not trigger a “change of control” or other
similar provision in any of the agreements to which the Corporation or any of
its Subsidiaries is a party, including without limitation any employment, “change
in control,” severance or other agreements and any benefit plan, which results
in payments to the counterparty or the acceleration of vesting of benefits.


 


5.7                                 Other Issuances
Prior to Closing.  Until the
earlier to occur of (i) the completion of Closing, or (ii) the
termination of this Agreement, the Corporation shall not issue any additional
shares of Common Stock or other securities which provide the holder thereof the
right to convert such securities into shares of Common Stock, other than such
issuances, if any, as are expressly disclosed in this Agreement or a Schedule
hereto or pursuant to any of the Corporation’s currently existing warrant,
stock option, stock appreciation rights and restricted stock plans.  Notwithstanding the foregoing, the
Corporation is authorized to issue the Patriot Shares in a manner that shall
not impair the registration exemption of the offer, purchase and sale of the
Purchased Shares under federal or state law, at a price not less than $5.25 per
share (the “Other Issuances”).  The
Corporation agrees to deliver to each Purchaser complete copies of all
agreements with any purchasers in the Other Issuances, a reasonable time prior
to Closing to permit Purchasers to verify compliance with the provisions of
this Section.


 


5.8                                 Registration
Rights.


 


(a) Defined
Terms.  In this Section, the term “Purchaser”
means each Purchaser severally.  The
following terms when used in this Section have the following respective
meanings:


 


“Affiliate”
means, with respect to any Person, any other Person directly or indirectly
controlling, controlled by, or under direct or indirect common control with,
such Person. For the purposes of this definition, “control” with respect to any
Person means the power to direct the management and policies of such Person,
directly or indirectly, by or through stock ownership, agency or otherwise, or
pursuant to or in connection with an agreement, arrangement or understanding
(written or oral) with one or more other Person; and the terms “controlling”
and “controlled” shall have meanings correlative to the foregoing; and the
terms “controlling” and “controlled” have meanings correlative to the
foregoing.


 


“Corporation
Shares” means and includes the Common Stock (as designated in the Articles),
and any shares of the Corporation’s voting common stock issued or issuable in
respect of or in exchange for any of the foregoing.


 


“Business
Day” means any day other than a Saturday, Sunday or a day on which banks are
authorized or required to be closed for business in either New York City, New
York, or Philadelphia, Pennsylvania.


 


“1934
Act” means the U.S. Securities 1934 Act of 1934, as from time to time amended,
and the rules and regulations of the SEC promulgated thereunder.


 


“Holder”
means a holder of a Registrable Security, and “Holders” means such holders
collectively.


 
















 


“Person”
means natural persons, corporations, limited liability companies, trusts, joint
ventures, associations, companies, partnerships, governments or agencies or
political subdivisions thereof and other political or business entities.


 


“Prospectus”
means the prospectus included in any Registration Statement, as amended or
supplemented by any prospectus supplement with respect to the terms of the
offering of any portion of the Registrable Securities covered by such
Registration Statement or any other amendments and supplements to such
prospectus, including without limitation any preliminary prospectus, any
pre-effective or post-effective amendment and all material incorporated by
reference in any prospectus.


 


“Registrable
Securities” means the Corporation Shares or shares of common stock issued or
issuable by the Corporation in respect of or in exchange for the Corporation
Shares. As to any particular Registrable Securities, once issued such
securities shall cease to be Registrable Securities when (i) a Registration
Statement with respect to the sale of such securities shall have become
effective under the 1933 Act and such securities shall have been disposed of in
accordance with such Registration Statement, (ii) such securities shall
have been sold to the public pursuant to Rule 144 (or any successor
provision) under the 1933 Act, (iii) such securities shall have ceased to
be outstanding, or (iv) such securities may be sold in the public market
of the United States, in unlimited amounts and without the requirement for the
Corporation to be in compliance with the current public information required
under Rule 144, under Rule 144, without registration under the 1933
Act.


 


“Registration”
means the registration of the Registrable Securities as described in paragraph
(b)(i) of this Section.


 


“Registration
Deadline” has the meaning assigned to that term in paragraph (b)(i).


 


“Registration
Expenses” has the meaning set forth in paragraph 5 of this Section.


 


“Registration
Statement” means any registration statement of the Corporation which covers
Registrable Securities pursuant to the provisions of this Agreement, all
amendments and supplements to such registration statement, including
post-effective amendments, and all exhibits and all material incorporated by
reference in such registration statement.


 


(b) Registration.


 


(i) Requirement
for Registration. On or prior to that date (the “Registration Deadline”)
that is six (6) months after the Closing Date, the Corporation agrees to file
the Registrable Securities for registration for sale under the 1933 Act and to
cause such Registration Statement to be declared effective, subject to the
provisions of this Section and to such Purchaser’s compliance with such
Purchaser’s obligations under the provisions of this Section.  Subject to the other provisions of this
Section, the Corporation shall be obligated to provide Registration regardless
of whether an underwritten offering is undertaken in connection with the 


 

















 


Registration.  The Corporation shall, with respect to each
Purchaser, use its commercially reasonable efforts to cause the registration to
remain effective until the later of (i) the expiration of any limitations
on sale of the Registrable Securities by such Purchaser under Rule 144 and
without the requirement for the Corporation to be in compliance with the
current public information required under Rule 144 or, if earlier, the
sale of all the Registrable Securities by such Purchaser under Rule 144,
or (ii) the date on which all of the Registrable Securities covered
thereby are disposed of under the Registration Statement in accordance with any
method or methods of disposition stated therein.  Notwithstanding anything to the contrary in
this paragraph, the Corporation shall not be required to register any Registrable
Securities pursuant to this paragraph during any period (not to exceed 180
days) following the closing of the completion of a distribution of securities
offered by the Corporation that would cause the Corporation to breach a lock-up
provision contained in the underwriting agreement for such distribution, and in
such event the “Registration Deadline” shall be deemed automatically extended
for such period.


 


(ii) Number
and Timing of Registrations. Notwithstanding anything in this paragraph to
the contrary: (A) provided the Corporation complies with its obligations under
this Section, the Purchasers shall have no other right to demand Registration,
and (B) the Corporation shall not be obligated to make a Registration in
the event that a Piggy-back Registration is available to the Purchasers on or
prior to the Registration Deadline.


 


(iii) Suspension
of Registration. Notwithstanding the foregoing, if (a) an “Interruption
Event” (as described in paragraph (b)(iv) occurs, or (b) in the good
faith judgment of the Board of Directors of the Corporation it would be
materially detrimental to the Corporation and its stockholders for any
Registration Statement to be filed or for any Registration Statement or
Prospectus to be amended or supplemented because such filing, amendment or
supplement would (i) require disclosure of material non-public
information, the disclosure of which would be reasonably likely to materially
and adversely affect the Corporation and its subsidiaries (if any) taken as a
whole, or (ii) materially interfere with any existing or prospective
business situation, transaction or negotiation involving the Corporation; then
in either such event the Corporation shall have the right to suspend the use of
the applicable Registration Statement or delay delivery or filing, but not the
preparation, of the applicable Registration Statement or Prospectus or any
document incorporated therein by reference, in each case for a reasonable
period of time; provided, however, that the Corporation
shall not be able to exercise such suspension right more than twice in each
12-month period aggregating not more than 150 days in such 12-month period. In
the event that the ability of the Purchasers to sell shall be suspended
pursuant to the foregoing, the period of such suspension shall not count
towards compliance with the 60-day period referred to under clause (i) of
paragraph (b)(i) of this Agreement.


 


(iv) Interrupted
Registration. Notwithstanding any other provision of this Section, the
Registration Deadline shall be extended if, for reasons beyond the reasonable
control of the Corporation, any of the following (an “Interruption Event”)
shall occur: (i) the SEC refuses to declare a Registration effective; (ii) if
after it has become effective, such registration is interfered with by any stop
order, injunction or other order or requirement of the SEC such that the
Registration Statement shall not be effective; or (iii) if the conditions
to closing specified in the underwriting agreement, if any, entered into in
connection with such registration are not satisfied and are not otherwise
waived.  If an Interruption Event occurs,
the Registration Deadline shall automatically be extended until sixty (60) days
after all Interruption Events shall have ceased.


 

















 


(c) Piggy-back
Registrations.


 


(i) Right
to Include Registrable Securities. If at any time the Corporation proposes
to register (including for this purpose a registration effected by the
Corporation for security holders of the Corporation other than Purchaser) any
Registrable Securities and to file a Registration Statement with respect
thereto under the 1933 Act, whether or not for sale for its own account (other
than pursuant to (i) paragraph (b)(i), or (ii) a registration
statement on Form S-4, Form S-8 or any successor or similar forms, in
a manner that would permit registration of Registrable Securities for sale to
the public under the 1933 Act (a “Public Offering”), the Corporation will each
such time promptly give written notice to the Purchasers (i) of its
intention to do so, (ii) of the form of registration statement of the SEC
that has been selected by the Corporation and (iii) of rights of
Purchasers under this paragraph (the “paragraph 3 Notice”). The Corporation
will include in the case of a proposed Public Offering all Registrable
Securities that the Corporation is requested in writing, within 15 days after
the paragraph 3 Notice is given, to register by the Purchaser thereof (a “Piggy-back
Registration”); provided, however, that (x) if, at any
time after giving written notice of its intention to register any Registrable
Securities and prior to the effective date of the Registration Statement filed
in connection with such registration, the Corporation shall determine that none
of such Registrable Securities shall be registered, the Corporation may, at its
election, give written notice of such determination to each applicable
Purchaser if such Purchaser shall have requested registration and, thereupon,
shall be relieved of its obligation to register any Registrable Securities in
connection with such abandoned registration, and (y) in case of a
determination by the Corporation to delay registration of Registrable
Securities, the Corporation shall be permitted to delay the registration of
such Registrable Securities pursuant to this paragraph for the same period as
the delay in registering such other Registrable Securities by the Corporation,
as the case may be or may abandon the registration of Registrable Securities,
in the sole discretion of the Corporation. 
No registration effected under this paragraph shall relieve the
Corporation of its obligations to effect registrations under paragraph 2.


 


(ii) Priority;
Registration Form. If the managing underwriter(s) for a registration
in which Registrable Securities are proposed to be included pursuant to this
paragraph that involves an underwritten offering shall advise the Corporation
in writing in good faith that in its opinion, the number of Registrable
Securities to be sold for the account of persons other than the Corporation
(collectively, “Selling Stockholders”) is greater than the amount that can be
offered without adversely affecting the success of the offering (taking into
consideration the interests of the Corporation and the Purchasers), then the
number of Registrable Securities to be sold for the account of Selling
Stockholders (including Purchasers) may be reduced to a number that, in the
opinion of the managing underwriter(s), may reasonably be sold without having
the adverse effect referred to above. The reduced number of Registrable
Securities that may be registered shall be allocated in the following priority:
first, to Registrable Securities 


 

















 


proposed
to be registered for offer and sale by the Corporation; second, to Registrable
Securities proposed to be registered pursuant to any registration rights of
third parties; third, to Registrable Securities proposed to be registered
pursuant to any piggy-back registration rights under any other agreements; and,
fourth, to Registrable Securities proposed to be registered by the Purchasers
pro rata in proportion to the number of Registrable Securities intended to be
sold by all Purchasers in the Piggy-back Registration. The reduced number of
Registrable Securities that may be registered pursuant to this paragraph (c)(ii) shall
be allocated pro rata among the Purchasers and any other Holders participating
in the Piggy-back Registration, based on the number of Registrable Securities
beneficially owned by the respective Holders. If, as a result of the proration
provisions of this paragraph (c)(ii), any Purchaser shall not be entitled to
include all Registrable Securities in a registration pursuant to this paragraph
that such Purchaser has requested be included, such Purchaser may elect to
withdraw its Registrable Securities from the registration.


 


(iii) Merger,
Consolidation, etc. Notwithstanding anything in this paragraph to the
contrary, the Purchasers shall not have any right to include Registrable
Securities in any distribution or registration which is pursuant to a merger,
amalgamation, consolidation, acquisition, exchange offer, sale of Registrable
Securities issuable or issued upon exchange, conversion or sale of the
Corporation Shares or other Registrable Securities, recapitalization, other
reorganization, dividend reinvestment plan, stock option plan or other employee
benefit plan, or any similar transaction having similar effect.


 


(d) Registration
Procedures.


 


(i) Use
Reasonable Best Efforts. In connection with the Corporation’s registration
obligations pursuant to subsections (b) and (c) of this Section, the
Corporation shall use its reasonable best efforts to effect such registrations
to permit the sale of such Registrable Securities in accordance with the
intended method or methods of disposition thereof and:


 


(1) to prepare and file with the SEC a
Registration Statement relating to the registration on any appropriate form
under the 1933 Act, and to cause such Registration Statement to become
effective as soon as reasonably practicable and to remain continuously effective
for the time period required by this Agreement to the extent permitted under
the 1933 Act;


 


(2) to prepare and file with the SEC such
amendments and post-effective amendments to each Registration Statement as may
be necessary to keep such Registration Statement effective for the applicable
period set forth in paragraph (b)(i); and to cause the Registration Statement
and the related Prospectus to be supplemented by any required Prospectus
supplement, and as so supplemented to be filed in accordance with the 1933 Act
and any rules and regulations promulgated thereunder; and otherwise to
comply with the provisions of the 1933 Act as may be necessary to facilitate
the disposition of all Registrable Securities covered by such Registration
Statement during the applicable period in accordance with the intended method
or methods of disposition by the Purchaser thereof set forth in such
Registration Statement or such Prospectus or Prospectus supplement;


 

















 


(3) to notify each Purchaser if it is selling
Registrable Securities and the managing underwriter(s), if any, promptly if at
any time (A) any Prospectus, Registration Statement or amendment or
supplement thereto is filed, (B) any Registration Statement, or any
post-effective amendment thereto, becomes effective, (C) the SEC requests
any amendment or supplement to, or any additional information in respect of,
any Registration Statement or Prospectus, (D) the SEC issues any stop
order suspending the effectiveness of a Registration Statement or initiates any
proceedings for that purpose, (E) the Corporation receives any notice that
the qualification of any Registrable Securities for sale in any jurisdiction
has been suspended or that any proceeding has been initiated for the purpose of
suspending such qualification, or (F) upon the discovery, or upon the
occurrence of any event, which requires that any changes be made in such
Registration Statement or any related Prospectus so that such Registration
Statement or Prospectus will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, in light of the
circumstances under which they were made; provided, however,
that in the case of this subclause (3), such notice need only state that an
event of such nature has occurred, without describing such event;


 


(4) to make every reasonable effort to obtain
the withdrawal of any order suspending the effectiveness of a Registration
Statement, or the qualification of any Registrable Securities for sale in any
jurisdiction, at the earliest reasonably practicable moment;


 


(5) if requested by the managing underwriter(s) or
any Holder of Registrable Securities being sold in connection with an
underwritten offering, to incorporate into a Prospectus supplement or a
post-effective amendment to the Registration Statement any information which
the Corporation reasonably determines is required to be included therein
relating to such sale of Registrable Securities; and to file such supplement or
post-effective amendment as soon as practicable in accordance with the 1933
Act;


 


(6) to furnish to each Purchaser and each
managing underwriter, if any, one signed copy of the Registration Statement and
any post-effective amendment thereto, including all financial statements and
schedules thereto, all documents incorporated therein by reference and all
exhibits thereto (including exhibits incorporated by reference) as promptly as
practicable after filing such documents with the SEC;


 


(7) if Registrable Securities being sold in
connection with an underwritten offering, to deliver to each Purchaser and each
underwriter, if any, as many copies of the Prospectus or Prospectuses
(including each preliminary Prospectus) and any amendment, supplement or
exhibit thereto as such Persons may reasonably request; and to consent to the
use of such Prospectus or any amendment, supplement or exhibit thereto by each
participating Purchaser and underwriter, if any, in connection with the
offering and sale of the Registrable Securities covered by such Prospectus,
amendment, supplement or exhibit in each case in accordance with the intended
method or methods of disposition thereof;


 

















 


(8) prior to any public offering of Registrable
Securities, to register or qualify, or to cooperate with each participating
Purchaser, the underwriter(s), if any, and their respective counsel in
connection with the registration or qualification of, such Registrable
Securities for offer and sale under the securities or blue sky laws of such
jurisdictions as may be requested by the Holders of a majority of the
Registrable Securities included in such Registration Statement; to keep each
such registration or qualification effective during the period set forth in
paragraph (b)(i) that the applicable Registration Statement is required to
be kept effective; and to do any and all other acts or things necessary to
enable the disposition in such jurisdictions of the Registrable Securities
covered by such Registration Statement; provided, however,
that the Corporation will not be required to qualify generally to do business
in any jurisdiction where it is not then so qualified or to take any action
which would subject it to general service in any jurisdiction where it is not
then so subject;


 


(9) to cooperate with each participating
Purchaser and the underwriter(s), if any, in the preparation and delivery of
certificates representing the Registrable Securities to be sold, such
certificates to be in such denominations and registered in such names as such
Purchaser or managing underwriter(s) may request at least five (5) Business
Days prior to any sale of Registrable Securities represented by such
certificates;


 


(10) upon the occurrence of any event described
in clause (F) of subparagraph (d)(i)(3) above, to prepare and file a
supplement or post-effective amendment to the applicable Registration Statement
or Prospectus or any document incorporated therein by reference, and any other
required documents, so that such Registration Statement and Prospectus will not
thereafter contain an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein not misleading, in light
of the circumstances under which they were made, and to cause such supplement
or post-effective amendment to become effective as soon as practicable;


 


(11) to take all other actions in connection
therewith as are reasonably necessary or desirable in order to expedite or
facilitate the disposition of the Registrable Securities included in such
Registration Statement and, in the case of an underwritten offering: (i) to
enter into an underwriting agreement in customary form with the managing
underwriter(s) (such agreement to contain standard and customary
indemnities, representations, warranties and other agreements of or from the
Corporation, as the case may be); (ii) to obtain opinions of counsel to
the Corporation (which (if reasonably acceptable to the underwriter(s)) may be
the Corporation’s inside counsel) addressed to the underwriter(s), such
opinions to be in customary form; and (iii) to obtain “comfort” letters
from the Issuer’s or the Corporation’s independent certified public accountants
addressed to the underwriter(s), such letters to be in customary form;


 


(12) to consider in good faith any reasonable
request of a participating Purchaser and underwriters for the participation of
management of the Corporation in “road shows” and similar sales events;


 

















 


(13) reasonably cooperate with each participating
Purchaser and each underwriter or agent participating in the disposition of
such Registrable Securities and their respective counsel, in connection with
any filings required to be made by the Financial Industry Regulatory Authority;
and


 


(14)  in
connection with the filing of a Registration Statement hereunder or any
amendment or supplement to a Registration Statement or Prospectus hereunder,
the Corporation shall, not less than three (3) business days prior to such
filing, furnish to the Purchasers copies of such Registration Statement,
Prospectus or amendment or supplement thereto, as proposed to be filed, which
documents will be subject to the review of such Purchaser (it being
acknowledged and agreed that if a Purchaser does not object to or comment on
the aforementioned documents within such three (3) business day period,
then the Purchaser shall be deemed to have consented to and approved the use of
such documents).  The Corporation shall
not file any Registration Statement or amendment or supplement thereto in a
form to which a Purchaser reasonably objects in good faith, provided that, the
Corporation is notified of such objection in writing within the three (3) business
day period described above.


 


(ii) Purchaser’
Obligation to Furnish Information and Cooperate. If a registration is being
effected with respect to any Registrable Securities for which such Purchaser is
a Holder, such Purchaser shall, promptly on the Corporation’s request, (i) furnish
to the Corporation such information regarding such Purchaser, the Registrable
Securities held by such Purchaser, the manner of holding any interests therein,
and distribution of such Registrable Securities, as the Corporation may from
time to time reasonably request in writing, and (ii) provide such consents
as the Corporation may reasonably require with respect to disclosure of the
content of the disclosures and any identification of such Purchaser or its
Registrable Shares or the circumstances in which they are held.


 


(iii) Suspension
of Sales Pending Amendment of Prospectus. Purchaser shall, upon receipt of
any notice from the Corporation of the happening of any event of the kind
described in clauses (A)-(F) of subparagraph (d)(i)(3) above, suspend
the disposition of any Registrable Securities covered by such Registration
Statement or Prospectus until such Purchaser’s receipt of the copies of a
supplemented or amended Prospectus or until it is advised in writing by the
Corporation that the use of the applicable Prospectus may be resumed, and, if
so directed by the Corporation such Purchaser will deliver to the Corporation
all copies, other than permanent file copies, then in such Purchaser’s
possession of any Prospectus covering such Registrable Securities. If the
Corporation shall have given any such notice during a period when a Registration
is in effect, the 60-day period described in paragraph (b)(i) shall be
extended by the number of days of such suspension period.


 


(e) Registration
Expenses. Except as otherwise expressly provided herein to the contrary,
the Corporation will bear all expenses incident to the Corporation’s
performance of or compliance with its obligations under this Section 5.8,
including without limitation all (i) registration and filing fees, (ii) fees
and expenses of compliance with securities or blue sky laws, (iii) printing
expenses, (iv) fees and disbursements of its counsel and its independent
certified 


 

















 


public
accountants (including the expenses of any special audit or “comfort” letters
required by or incident to such performance or compliance), (v) securities
acts liability insurance (if the Corporation elects to obtain such insurance)
and (vi) the expenses and fees for listing securities to be registered on
each securities exchange on which Securities are then listed (all such expenses
being herein referred to as “Registration Expenses”); provided, however,
that Registration Expenses borne by the Corporation shall not include any
underwriting discounts, commissions or fees attributable to the sale of any
Purchaser’s Registrable Securities or the fees and expenses of counsel for any
Purchaser, which underwriting discounts, commissions, fees and expenses of
counsel shall in all cases be borne solely by such Purchaser, and, provided, further
that each Purchaser will bear all its other expenses incurred in fulfilling its
obligations under this Agreement.


 


(f) Indemnification.


 


(i) Indemnification
by the Corporation.  In the event of
any registration of any securities of the Corporation under the 1933 Act
pursuant to subsection (b) or (c) of this Section, the Corporation
will, and hereby does, indemnify and hold harmless each Purchaser, its
directors, officers and agents and each other Person, if any, who controls such
Purchaser within the meaning of paragraph 15 of the 1933 Act (Purchaser and
such other Persons, collectively, “Purchaser Covered Persons”), against any and
all out-of-pocket losses, claims, damages, liabilities and expenses (including
reasonable attorneys’ fees and expenses) actually incurred by such Purchaser
Covered Person under the 1933 Act, common law or otherwise (collectively, “Damages”),
to the extent that such Damages (or actions or proceedings in respect thereof)
arise out of or result from (i) any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement under
which such securities were registered under the 1933 Act or the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading, or (ii) any untrue statement
or alleged untrue statement of a material fact contained in any preliminary
Prospectus, together with the documents incorporated by reference therein (as
amended or supplemented if the Corporation shall have filed with the SEC any
amendment thereof or supplement thereto), if used prior to the effective date
of such Registration Statement, or contained in the Prospectus, together with
the documents incorporated by reference therein (as amended or supplemented if
the Corporation shall have filed with the SEC any amendment thereof or
supplement thereto), or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading; provided, however, that the Corporation
shall not be liable to any Purchaser Covered Person in any such case to the
extent that any such Damage (or action or proceeding in respect thereof) arises
out of or relates to any untrue statement or alleged untrue statement or
omission or alleged omission made in such Registration Statement or amendment
thereof or supplement thereto or in any such preliminary, final or summary
Prospectus in reliance upon and in conformity with written information
furnished to the Corporation by or on behalf of any such Purchaser Covered
Person, specifically for use in the preparation thereof.


 

















 


(ii) Indemnification
by the Selling Purchaser. In consideration of the Corporation including any
Registrable Securities of a Purchaser in any Registration Statement filed in
accordance with subsection (b) or (c) of this Section, each Purchaser
shall be deemed to have agreed to indemnify and hold harmless, severally and not
jointly (in the same manner and to the same extent as set forth in paragraph (a) of
this Section) the Corporation, its directors, officers, managing directors and
agents and each Person controlling the Corporation within the meaning of
paragraph 15 of the 1933 Act (each, a “Corporation Covered Person”) against any
and all Damages, to the extent that such Damages (or actions or proceedings in
respect thereof) arise out of or are related to any statement or alleged
statement in or omission or alleged omission from such Registration Statement,
any preliminary, final or summary Prospectus contained therein, or any
amendment or supplement, if such statement or alleged statement or omission or
alleged omission was made in reliance upon and in conformity with written
information furnished to the Corporation or its representatives by or on behalf
of such Purchaser specifically for use in the preparation of such Registration
Statement, preliminary, final or summary Prospectus or amendment or supplement;
provided however, that the total amounts payable in
indemnity by a Purchaser under this Section 5.8(f)(ii) shall not
exceed the net proceeds received by such Purchaser in the registered offering
out of which such indemnification arises. Such indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf of the
Corporation or any of its directors, officers or controlling Persons. The
Corporation may require as a condition to its including Registrable Securities
in any Registration Statement filed hereunder that such Purchaser acknowledge
its agreement to be bound by the provisions of this Section (including
without limitation this subsection (f)) applicable to it.


 


(iii) Notices
of Claims. Promptly after receipt by a Purchaser Covered Person or a
Corporation Covered Person (each, an “Indemnified Party”) of written notice of
the commencement of any action or proceeding with respect to which a claim for
indemnification may be made pursuant to this paragraph, such Indemnified Party
will, if a claim in respect thereof is to be made against, respectively, the
Corporation, on the one hand, or a Purchaser, on the other hand (such Person or
Persons, the “Indemnifying Party”), give written notice to the latter of the
commencement of such action; provided, however, that the
failure of any Indemnified Party to give notice as provided herein shall not
relieve the Indemnifying Party of its or their obligations under this
paragraph, except to the extent that the Indemnifying Party is actually materially
prejudiced by such failure to give notice, and in no event shall such failure
relieve the Indemnifying Party from any other liability which it may have to
such Indemnified Party. If any such claim or action shall be brought against an
Indemnified Party, and it shall notify the Indemnifying Party thereof, the
Indemnifying Party shall be entitled to participate therein, and, to the extent
that it wishes, to assume the defense thereof with counsel reasonably
satisfactory to the Indemnified Party, and after notice from the Indemnifying
Party to such Indemnified Party of its election to assume the defense thereof,
the Indemnifying Party shall not be liable to such Indemnified Party under this
paragraph for any legal or other expenses subsequently incurred by such
Indemnified Party in connection with the defense thereof, other than reasonable
cost of investigation; provided, further, that if, in the
Indemnified Party’s reasonable judgment, a conflict of interest between the
Indemnified Party and the Indemnifying Party exists in respect of such claim,
then such Indemnified Party shall have the right to participate in the defense
of such claim and to employ one firm of attorneys at the Indemnifying Party’s
expense to represent such Indemnified Party. No Indemnified Party will consent
to entry of any judgment or enter into any settlement without the Indemnifying
Party’s written consent to such judgment or settlement, which shall not be
unreasonably withheld. No Indemnifying Party shall, without the prior written consent
of the Indemnified Party, consent to entry of any judgment or enter into any
settlement in respect of which the Indemnified Party is or could have been a
party and indemnity could have been sought hereunder by such Indemnified Party,
unless such settlement includes an unconditional release of such Indemnified
Party from all liability arising out of such claim or proceeding.


 

















 


(iv) Contribution.
If the indemnification provided for in this paragraph is unavailable or
insufficient to hold harmless an Indemnified Party under this paragraph, then
each Indemnifying Party shall have a joint and several obligation to contribute
to the amount paid or payable by such Indemnified Party as a result of the
Damages referred to in this paragraph in such proportion as is appropriate to
reflect the relative fault of the Indemnifying Party on the one hand and the
Indemnified Party on the other hand in connection with the offering which
resulted in such Damages, as well as any other relevant equitable
considerations. The relative fault shall be determined by reference to, among
other things, whether an untrue or alleged untrue statement of a material fact
or an omission or alleged omission to state a material fact relates to
information supplied by the Indemnifying Party or the Indemnified Party and the
parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such untrue statements or omission. The Corporation and the
Purchaser (in consideration of the Corporation’s including any Registrable
Securities in any Registration Statement filed in accordance with subsection (b) or
(c) of this Section) shall be deemed to have agreed, that it would not be
just and equitable if contributions pursuant to this paragraph were to be
determined by pro rata allocation or by any other method or allocation which
does not take account of the equitable considerations referred to in the first
sentence of this paragraph. The amount paid by an Indemnified Party as a result
of the Damages referred to in the first sentence of this paragraph shall be
deemed to include any legal or other expenses reasonably incurred by such
Indemnified Party in connection with investigating or defending any action or
claim (which shall be limited as provided in paragraph (f)(iii) if the
Indemnifying Party has assumed the defense of any such action accordance with
the provisions thereof) which is the subject of this paragraph (f)(iv).
Notwithstanding the provisions of this Section 5.8(f)(iv), no Purchaser
shall be required to contribute, in the aggregate, an amount in excess of the
amount by which the net proceeds actually received by such Purchaser for the
sale of Registrable Securities in the registered offering exceeds the amount of
damages that such Purchaser has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission.  No Person guilty of fraudulent
misrepresentation (within the meaning of paragraph 11(f) of the 1933 Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation. Promptly after receipt by an Indemnified Party
under this paragraph of notice of the commencement of any action against such
party in respect of which a claim for contribution has been made against an
Indemnifying Party under this paragraph, such Indemnified Party shall notify
the Indemnifying Party in writing of the commencement thereof if the notice
specified in paragraph (f)(iii) has not been given with respect to such
action; provided, however, that the omission so to notify
the Indemnifying Party shall not relieve the Indemnifying Party from any
liability which it may have to any Indemnified Party otherwise under this
paragraph, except to the extent that the Indemnifying Party is actually materially
prejudiced by such failure to give notice, and in no event shall such failure
relieve the Indemnifying Party from any other liability which it may have to
such Indemnified Party.


 
















 


(g) Rule 144.
The Corporation shall file the reports required to be filed by it under the
1933 Act and the 1934 Act and the rules and regulations promulgated
thereunder, so long as it is subject to such reporting requirements, all to the
extent required from time to time to enable the Purchasers to sell Registrable
Securities without registration under the 1933 Act within the limits of the
exemptions provided by Rule 144 of the 1933 Act (“Rule 144”).


 


(h) Underwritten
Registrations.


 


(i) Selection of
Underwriter(s). In each registration under subsection (b) or (c) of
this Section, the underwriter or underwriters and managing underwriter or
managing underwriters that will administer the offering shall be selected by
the Corporation.


 


(ii) Agreements of
Selling Purchaser. No Purchaser shall sell any of its Registrable
Securities in any underwritten offering pursuant to a registration hereunder
unless such Purchaser (i) agrees to sell such Registrable Securities on a
basis provided in any underwriting agreement in customary form, including the
making of customary representations, warranties and indemnities and (ii) completes
and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents required under the terms of such underwriting
agreements or as reasonably requested by the Corporation (whether or not such
offering is underwritten).


 


(j) Transferability.
The rights of Purchasers under this Section and the right to cause the
Corporation to register Registrable Shares under this Section may be
assigned by the Purchasers to a transferee or assignee of any Registrable
Securities; provided, however, that prior to the receipt by the
Corporation of adequate written notice of the transfer of any Registrable
Securities specifying the full name and address of the transferee, the
Corporation may deem and treat the person listed as the holder of such
Registrable Securities in its records as the absolute owner and holder of such
Registrable Securities for all purposes.


 


5.9                                 Securities Laws
Disclosure; Publicity.  By
9:00 a.m., New York City time, on the business day immediately following
the execution of this Agreement, the Corporation shall issue one or more press
releases (each, a “Press Release”) reasonably acceptable to the Purchasers
disclosing all material terms of the transactions contemplated hereby and any
other material, nonpublic information that the Corporation may have provided to
the Specified Purchasers in connection with the Transactions.  On or before 9:00 a.m., New York City
time, on the fourth business day immediately following the execution of this
Agreement, the Corporation will file a Current Report on Form 8-K with the
SEC describing the terms of this Agreement. 
Notwithstanding the foregoing, the Corporation shall not publicly
disclose the name of any Purchaser or any affiliate or investment adviser of
any Purchaser, or include the name of any Purchaser or any affiliate or
investment adviser of any Purchaser in any press release or filing with the SEC
or any regulatory agency or the Nasdaq Capital Market, without the prior
written consent of such Purchaser, except (i) as required by federal
securities law in connection with (A) any registration statement
contemplated by the Registration Rights Agreement and (B) the filing of
final transaction documents with the SEC and (ii) to the extent such
disclosure is required by law, at the request of the staff of the SEC or the
Nasdaq Capital Market regulations, in which case the Corporation shall provide
the Purchasers with prior written notice of such disclosure permitted under
this subclause (ii).


 

















 


5.11                           Non-Public
Information. Except with respect to the material terms and
conditions of the transactions contemplated by this Agreement and the
Registration Rights Agreement, and except with the express written consent of
such Purchaser and unless prior thereto such Purchaser shall have executed a
written agreement regarding the confidentiality and use of such information,
the Corporation shall not, and shall cause each Subsidiary and each of their
respective officers, directors, employees and agents, not to, and each
Purchaser shall not directly solicit the Corporation, any of its Subsidiaries
or any of their respective officers, directors, employees or agents to provide
any Purchaser with any material, non-public information regarding the
Corporation or any of its Subsidiaries from and after the filing of the Press
Release.


 


6.                                       MISCELLANEOUS


 


6.1                                 Survival of
Provisions.


 


(a) All statements
contained in any officers’ certificates delivered by or on behalf of the
Corporation or its subsidiaries pursuant to this Agreement or in connection
with the Transactions will be deemed representations or warranties of the
Corporation under this Agreement. All representations and warranties contained
in this Agreement made by or on behalf of the Corporation or a Purchaser will
survive the execution and delivery of this Agreement, and the sale and purchase
of the Purchased Shares under this Agreement, and shall expire eighteen (18)
months following the Closing Date (the “Survival Period”).


 


(b) The other
provisions of this Agreement are intended to survive closing indefinitely for
such respective periods of time as are consistent with the intent of each
provision.


 


6.2                                 Successors and
Assigns. This Agreement shall be binding upon and inure to the benefit of and
be enforceable by or against the respective successors and assigns of the
parties hereto.


 

















 


6.3                                 Notices. Written
notices under this Agreement shall be valid if sent by U.S. Certified Mail
(Return Receipt Requested) or recognized overnight delivery service (with
charges prepaid), or by telecopier facsimile with evidence of successful
transmission to the following respective addresses:


 


if
to a Purchaser:                                         The address for
such Purchaser on the signature page hereto


 


or at such other address as
such Purchaser or its legal counsel may have specified to the Corporation in
writing,


 


and
if to the Corporation:


 


Central
Valley Community Bancorp


7100
N. Financial Drive, Suite 101


Fresno,
CA 93720


Attention:
Daniel J. Doyle


President
and Chief Executive Officer


Facsimile
No. (559) 323-3310


 


	
  with
  a copy to:

  	
   

  	
  Downey Brand LLP

  



3425
Brookside Road, Suite A


Stockton,
CA 95219


Attention:
James K. Dyer


Facsimile
No. (209) 473-6455


 


or at such other address as the Corporation
or its legal counsel may have specified to the Purchasers in writing. Notices
under this Section shall be deemed given only when actually received.


 


6.4                                 Governing Law;
Service of Process; Jury Trial.  All questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be governed by
the internal laws of the State of California, without giving effect to any
choice of law or conflict of law provision or rule (whether of the State
of California or any other jurisdictions) that would cause the application of
the laws of any jurisdictions other than the State of California.  Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit,
action or proceeding by mailing a copy thereof to such party at the address for
such notices to it under this Agreement, by certified or registered first class
mail, postage prepaid, and agrees that such service shall constitute good and
sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to
limit in any way any right to serve process in any manner permitted by law.


 


6.5                                 Counterparts. This
Agreement may be executed in one or more counterparts and, if executed in more
than one counterpart, the executed counterparts shall each be deemed to be an
original, but all such counterparts shall together constitute one and the same
instrument.


 


6.6                                 Headings. The headings
herein are inserted for convenience of reference only and are not intended to
be part of, or to affect the meaning or interpretation of, this Agreement.


 


6.7                                 Severability. Any provision
of this Agreement that is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall
(to the full extent permitted by law) not invalidate or render unenforceable
such provision in any other jurisdiction.


 

















 


6.8.                              Expenses.  Each party shall bear its own expenses
incurred in connection with its due diligence, this Agreement and the
Transactions contemplated hereby including, but not limited to, the fees and
expenses of counsel.


 


6.9                                 Construction. Each
agreement contained herein shall be construed (absent express provision to the
contrary) as being independent of each other agreement contained herein, so
that compliance with any one agreement shall not (absent such an express
contrary provision) be deemed to excuse compliance with any other agreement.
Where any provision herein refers to action to be taken by any person or
entity, or which such person or entity is prohibited from taking, such
provision shall be applicable whether such action is taken directly or
indirectly by such person or entity.


 


6.10                           Entire
Agreement; Amendments.  This
Agreement supersedes all other prior oral or written agreements between the
Purchasers, the Corporation, their affiliates and persons acting on their
behalf with respect to the matters discussed herein, and this Agreement and the
instruments referenced herein, contain the entire understanding of the parties
with respect to the matters covered herein and therein and, except as
specifically set forth herein or therein, neither the Corporation nor any
Purchaser makes any representation, warranty, covenant or undertaking with
respect to such matters.  No provision of
this Agreement may be amended other than by an instrument in writing signed by
the Corporation and the Purchasers.  No
provision hereof may be waived other than by an instrument in writing signed by
the party against whom enforcement is sought.


 


6.11                           No Third Party
Beneficiaries.  This
Agreement is intended for the benefit of the parties hereto and their
respective permitted successors and assigns, and is not for the benefit of, nor
may any provision hereof be enforced by, any other person other than
Indemnities.


 


6.12                           Indemnification.


 


(a) Subject to Section 6.1
and in consideration of the Purchasers’ execution and delivery of this
Agreement and acquiring the Purchased Shares thereunder and in addition to all
of the Corporation’s other obligations under this Agreement, the Corporation
shall defend, protect, indemnify and hold harmless each Purchaser and each of
their respective general and limited partners, members, officers, directors,
and employees and any of the foregoing persons’ agents or other representatives
(including, without limitation, those retained in connection with the
Transactions) (collectively, the “Purchaser Indemnitees”) from and against any
and all actions, causes of action, suits, claims, losses, costs, penalties,
fees, liabilities and damages, and expenses in connection therewith
(irrespective of whether any such Indemnitee (as hereinafter defined) is a
party to the action for which indemnification hereunder is sought), and
including reasonable documented attorneys’ fees and disbursements (the “Indemnified
Liabilities”), incurred by Purchaser Indemnitee as a result of, or arising out
of, or relating to (a) any misrepresentation or breach of any
representation or warranty made by the Corporation in this Agreement or any
other certificate, instrument or document contemplated hereby or thereby, (b) any
breach of any covenant, agreement or obligation of the Corporation contained in
this Agreement or any other certificate, instrument or document contemplated
hereby or thereby, or (c) any cause of action, suit or claim brought or
made before the expiration of the Survival Period against such Indemnitee by a
third party (including for these purposes a derivative action brought on behalf
of the Corporation) and arising out of or resulting from the execution,
delivery, performance or enforcement of this Agreement, any other certificate,
instrument or 


 

















 


document contemplated hereby or thereby and
the Transactions contemplated hereby, except to the extent that any such cause
of action, suit or claim (including any administrative process by any
governmental agency) is based upon actions or omissions of the Indemnitee or
its agents or representatives, including without limitation,  Indemnitee’s violation of any provision of
the BHC Act, the Change in Bank Control Act or any other federal or state
banking law.  To the extent that the
foregoing undertaking by the Corporation may be unenforceable for any reason,
the Corporation shall make the maximum contribution to the payment and
satisfaction of each of the Indemnified Liabilities which is permissible under
applicable law.


 


(b) Subject to Section 6.1
and in consideration of the Corporation’s execution and delivery of this
Agreement and issuing the Purchased Shares thereunder and in addition to all of
the Purchaser’s other obligations under this Agreement, each Purchaser agrees
to, severally and not jointly, defend, protect, indemnify and hold harmless the
Corporation and each of its officers, directors and employees and any of the
foregoing persons’ agents or other representatives (collectively, the “Corporation
Indemnitees” and collectively with the Purchaser Indemnitees, the “Indemnitees”)
from and against any and all Indemnified Liabilities incurred by a Corporation
Indemnitee as a result of, or arising out of, or relating to (a) any
misrepresentation or breach of any representation or warranty made by such
Purchaser in this Agreement or any other certificate, instrument or document
contemplated hereby or thereby, or (b) any breach of any covenant,
agreement or obligation of such Purchaser contained in this Agreement or any
other certificate, instrument or document contemplated hereby or thereby.  To the extent that the foregoing undertaking
by a Purchaser may be unenforceable for any reason, each such Purchaser shall
make the maximum contribution to the payment and satisfaction of each of the Indemnified
Liabilities which is permissible under applicable law.  Notwithstanding the foregoing, the
indemnification and contribution obligations of the Purchasers under this Section 6.12(b) shall
not cover any of the representations, warranties, covenants, agreements or
obligations of the Purchasers set forth in Section 5.8, including, without
limitation, related to the use of a Registration Statement.


 


(c) Promptly after
receipt by an Indemnitee under this Section of notice of the commencement
of any action or proceeding (including any governmental action or proceeding)
involving an Indemnified Liability, such Indemnitee shall, if a claim for
indemnification in respect thereof is to be made against any indemnifying party
under this Section, deliver to the indemnifying party a written notice of the
commencement thereof, and the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party so desires, jointly
with any other indemnifying party similarly noticed, to assume control of the
defense thereof with counsel mutually satisfactory to the indemnifying party
and the Indemnitee; provided, however,
that an Indemnitee shall have the right to retain its own counsel with fees and
expenses of not more than one counsel for such Indemnitee to be paid by the
indemnifying party, only if, in the reasonable opinion of the Indemnitee, the
representation by such counsel of the Indemnitee and the indemnifying party
would be inappropriate due to actual or potential differing interests between
such Indemnitee and any other party represented by such counsel in such
proceeding; and provided, further, in no event
shall the indemnifying party be liable for fees and expenses of more than one
counsel separate from its own counsel for all Indemnitees in connection with
any one action or separate but similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances. The
Indemnitee shall cooperate fully with the 


 

















 


indemnifying party in connection with any
negotiation or defense of any such action or Indemnified Liabilities by the
indemnifying party and shall furnish to the indemnifying party all information
reasonably available to the Indemnitee that relates to such action or
Indemnified Liabilities.  The
indemnifying party shall keep the Indemnitee fully apprised at all times as to
the status of the defense or any settlement negotiations with respect
thereto.  No indemnifying party shall be
liable for any settlement of any action, claim or proceeding effected without
its prior written consent, provided, however,
that the indemnifying party shall not unreasonably withhold, delay or condition
its consent.  No indemnifying party
shall, without the prior written consent of the Indemnitee, which consent shall
not be unreasonably withheld conditioned or delayed, consent to entry of any
judgment or enter into any settlement or other compromise which (i) does
not include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnitee of a release from all liability in respect to such
Indemnified Liabilities or litigation, (ii) requires any admission of
wrongdoing by such Indemnitee, or (iii) obligates or requires an
Indemnitee to take, or refrain from taking, any action.  Following indemnification as provided for
hereunder, the indemnifying party shall be subrogated to all rights of the
Indemnitee with respect to all third parties, firms or corporations relating to
the matter for which indemnification has been made.  The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action shall not relieve such indemnifying party of any liability to the
Indemnitee under this Section, except to the extent that the indemnifying party
is prejudiced in its ability to defend such action.


 


(d) The indemnification
required by this Section shall be made by periodic payments of the amount
thereof during the course of the investigation or defense, as and when bills
are received or Indemnified Liabilities are incurred.


 


6.13                           No Strict
Construction.  The
language used in this Agreement will be deemed to be the language chosen by the
parties to express their mutual intent, and no rules of strict
construction will be applied against any party.


 


6.14                           Payment Set
Aside.  To the extent that the
Corporation makes a payment or payments to any Purchaser hereunder or a
Purchaser enforces or exercises its rights hereunder, and such payment or
payments or the proceeds of such enforcement or exercise or any part thereof
are subsequently invalidated, declared to be fraudulent or preferential, set
aside, recovered from, disgorged by or are required to be refunded, repaid or
otherwise restored to the Corporation, a trustee, receiver or any other person
under any law (including, without limitation, any bankruptcy law, foreign,
state or federal law, common law or equitable cause of action), then to the
extent of any such restoration the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and
effect as if such payment had not been made or such enforcement or setoff had
not occurred.


 

















 


6.15                           Termination.


 


This Agreement may be
terminated with respect to any Purchaser, and the Transactions contemplated
hereby abandoned, at any time prior to the Closing Date:


 


(a) by
the mutual written consent of such Purchaser and the Corporation;


 


(b) by
either such Purchaser or the Corporation if either (i) any approval,
consent or waiver of a Governmental Authority required to permit consummation
of the Transactions contemplated by this Agreement shall have been denied or (ii) any
Governmental Authority of competent jurisdiction shall have issued an order
enjoining or otherwise prohibiting consummation of the Transactions contemplated
by this Agreement; or


 


(c) by either such
Purchaser or the Corporation if the Closing has not occurred on or before December 31, 2009.


 


[SIGNATURE PAGE FOLLOWS]


 

















 


IN WITNESS WHEREOF, the parties have caused
this Stock Purchase Agreement to be duly executed and delivered as of the date
first above written.


 


 


	
   

  	
  CENTRAL VALLEY COMMUNITY
  BANCORP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: Daniel J. Doyle

  
	
   

  	
  Title: President and Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PURCHASER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
  Number of Purchased Shares:

  
	
   

  	
  Aggregate Purchase Price: